Short answer: A contract that holds up against a Chinese bicycle factory is bilingual English and Chinese with an explicit governing-language clause, executed with the supplier's red company chop in the exact name on its business licence, and with disputes arbitrated in China at CIETAC or SHIAC rather than in a foreign court. The technical detail sits in annexes: specification and BOM sheet, packaging and carton marking, a sealed golden sample, and the applicable standard — EN ISO 4210, EN ISO 8098, EN 15194 or CPSC 16 CFR Part 1512. Add a delivery date with a defined late-delivery remedy, inspection and rejection rights under an ISO 2859-1 AQL level, and for OEM work tooling ownership plus an NNN clause.
Which clauses must a contract with a Chinese bicycle factory contain?
The body fixes the legal machinery; the annexes fix the bicycle.
| Clause | Must state | Risk if missing |
| Parties | Chinese registered name, unified social credit code, legal representative | You pursue a brand owning nothing |
| Execution | Red company chop on the body and every annex | Signatures alone get disowned |
| Governing language | Bilingual text, one version expressly prevailing | The Chinese version decides, unread |
| Law and forum | PRC law; CIETAC or SHIAC arbitration, seat, language | An unenforceable foreign judgment |
| Standards | EN ISO 4210, EN ISO 8098, EN 15194, CPSC 16 CFR Part 1512, UN 38.3 | Bikes barred from your market |
| Delivery | Days from a defined trigger, Incoterms 2020 place, HS 8712.00 | An open-ended ship date |
| Inspection | Third-party check at 80 percent packed, ISO 2859-1 AQL | No ground to refuse a container |
Should the contract be in English or in Chinese?
Both, in one bilingual document. A PRC court or Chinese tribunal works from the Chinese text, so an English-only contract is translated by a court-appointed translator at the worst possible moment. State the governing language explicitly and check both halves: the classic trap is an English clause saying English prevails opposite a Chinese clause saying Chinese prevails.
Why does the red company chop matter more than a signature?
The company chop, a round red seal carrying the registered Chinese name, binds the company in Chinese practice; a pasted signature block does not. The name inside it must match the business licence and its 18-character unified social credit code, and that entity must be the bank payee and the shipper on the bill of lading. Chop every annex, or use a cross-page seal.
Where should disputes be settled — a foreign court or arbitration in China?
Inside China, almost always. Chinese courts rarely enforce foreign judgments, since recognition depends on a treaty or reciprocity that mostly does not exist. Arbitral awards travel differently: under the New York Convention of 1958, in force in China since 1987 and applied in more than 170 states, a Chinese court can be asked to enforce a CIETAC or SHIAC award against the supplier's own assets. Name the institution, the seat, the number of arbitrators and the governing law — and specify English or bilingual, or the arbitration runs in Chinese.
Which annexes make the contract buildable?
- Annex A, specification and BOM. Frame material and sizes, fork, groupset by brand and model number, ETRTO tyre size, brakes, hubs, colour by Pantone or RAL, weight tolerance; for e-bikes, rated continuous power in watts and cell brand.
- Annex B, packaging and carton marking. Carton dimensions, net and gross weight, drop test, shipping marks and barcodes, units per 20ft, 40ft and 40ft HQ.
- Annex C, sealed golden sample. Signed and photographed in three copies: yours, the factory's, and one held by the inspection agency.
- Annex D, applicable standard. EN ISO 4210 for city, mountain and road, EN ISO 8098 for children's bicycles, EN 15194 for EPACs, CPSC 16 CFR Part 1512 for the United States, plus UL 2849, UL 2271 and UN 38.3 for e-bike systems, packs and lithium transport.
How should delivery, inspection and rejection be written?
Delivery runs from a trigger, not from signature: days from the later of cleared deposit and written sample approval, typically 45 to 75 for a catalogue container. Name the Incoterms 2020 rule and place — EXW, FOB, CIF or DDP — and the HS code, 8712.00 or 8711.60. A delivery date with no remedy is a wish: add liquidated damages of about half a percent of the delayed value per completed week, capped near five percent.
Reserve the right to appoint a third-party inspector once 80 percent of cartons are packed, sampling under ISO 2859-1 at General Inspection Level II — zero critical, AQL 2.5 major, 4.0 minor. A failed lot is reworked and re-presented within ten days at the supplier's cost.
What extra clauses does an OEM order need?
- Moulds and tooling. List every tool by number, state who paid, who owns it, and your right to collect it on termination; drawings and decal artwork belong here too.
- Trademark use. Licence the mark only for the goods and markets in this order, and prohibit any filing of your marks in China, which is strictly first-to-file.
- NNN, not NDA. Non-disclosure, non-use and non-circumvention, in Chinese, under PRC law, with liquidated damages and a Chinese seat. A Western NDA bars disclosure alone.
Frequently asked questions
Does a contract with a Chinese bicycle factory need a Chinese version?
In practice yes, because a PRC court or CIETAC tribunal works from the Chinese text. An English-only contract gets translated by a court-appointed translator at the moment of dispute. Sign one bilingual document with a governing-language clause.
Is a signature enough, or do I need the company chop?
The red company chop is the decisive act of execution in China and outweighs a signature. Check the name inside the chop against the business licence and its unified social credit code, and confirm that entity is also the bank payee and the shipper.
Can I sue a Chinese bicycle supplier in my own country?
You can win a judgment, but enforcing it in China is difficult, since recognition depends on a treaty or established reciprocity. Arbitration at CIETAC or SHIAC produces an award enforceable through Chinese courts under the New York Convention.
What does an NNN agreement add over an NDA?
NNN covers non-disclosure, non-use and non-circumvention, so it also stops the factory producing your design for itself and selling around you to your customer. A Western NDA restricts disclosure only.
Who owns the moulds if I paid for the tooling?
Only whoever the contract names, so say it explicitly. Record each mould by number, state that ownership passes on payment, and add collection rights on termination and a ban on use for third parties.
Before the first order
Most disputes are decided long before anyone argues, in an annex nobody wrote or a forum clause naming a court that cannot reach the supplier. A serious factory will chop a bilingual contract, accept China-seated arbitration and sign an NNN. See our OEM and ODM services.
